about this report · nationalities 13 countries 4 served markets total assets ( 7%) rs m 33,608 *...

Integrated Reporting

In 2016-17, we embarked on our Integrated Reporting (<IR>) journey to provide a more comprehensive reporting to our shareholders and other stakeholders on our strategy, business model, operating context, sectors’ performance, risk management and governance. This year, we have further pushed our Integrated thinking and made our report more concise and better integrated while remaining in line with the <IR> Framework. We consider that 5 of the 6 capitals of <IR> are relevant to Rogers, namely Financial, Human, Intellectual, Social and Natural, and throughout this report we discuss about them and their relevance towards creating value and achieving our strategic objectives. For the purpose of this report, we are reporting Social and Natural Capital together. Our capitals are illustrated in the report as follows:

Financial Capital

Human Capital

Intellectual Capital

Social & Natural Capital

Compliance Reporting

This report is in compliance with the:

• International Financial Reporting Standards (‘IFRS’);

• International <IR> Framework of the Integrated Reporting Council (‘IIRC’);

• Companies Act 2001;

• National Code of Corporate Governance for Mauritius (2016); and

• Financial Reporting Act 2004.

Targeted Audience

This report has been prepared primarily for the shareholders of Rogers and Company Limited but is also relevant to other stakeholders including the Government, regulatory bodies, prospective investors, providers of capital, customers & clients, suppliers & service providers, communities and any other stakeholder who has an interest in the performance of the Group.

Forward-Looking Statements

Our report contains certain forward-looking statements with respect to the Group’s financial conditions, results, operations and businesses. These statements and forecasts involve risk and uncertainty and are based on management assumptions which may change in the future. These could cause actual performance to differ from the information expressed or implied by these forward-looking statements.

External Audit and Assurance

An independent audit of the Group’s and Company’s separate financial statements was performed by BDO & Co. They also report on the extent of compliance with the Code of Corporate Governance. The rest of this integrated report has not been subject to an independent audit or review and is derived from the Group’s internal sources or from information available in the public domain.

About this Report

Integrated Report 2018 1

Table of Contents

88 Directors' Report

89 Independent Auditor’s Report

94 Financial Statements

Board of Directors 25Executive Team 28

Organisational Chart 32Board of Directors’ Report 34

Governance 36Financial Reporting Council –

Statement of Compliance39

Secretary’s Certificate 39Interview with the Chief Executive Officer 40

Chief Finance Executive Report 44

Corporate Profile

Leadership

Risk Management Report and Other Statutory Disclosures

Other Statutory Disclosures 69Risk Management Report 70

Directors of Subsidiary Companies 80

Financial Performance

162 Frequently Asked Questions

164 Glossary of Terms

Supplementary Information

4 Rogers at a Glance

6 International Presence

8 Group Structure

10 Shareholding Structure

12 Value Creation Map

14 Stakeholder Engagement

18 Energy drives sustainability

49 FinTech

53 Hospitality

60 Logistics

63 Property

Served Market Performance

Integrated Report 2018Integrated Report 2018 32

Our GroupStepping into its 120th year of operations, Rogers and Company Limited positions itself as a listed international services and investment company. We are acknowledged for our pioneering and leading contribution to the economic development in Mauritius and strive towards sustainability. We are also a prominent employer in the services sectors in Mauritius with a strong emphasis on the value of our social and natural capital.

Rogers at a Glance

9,472Total revenue Rs m

( 9%)

Our edge

Over the years, we have built a sound asset base as well as a quality network of contacts and partners. The expertise of our united, competent and balanced team is widely recognised and our Group maintains a significant market share in each of our served markets.

Our capabilities

Our domestic and international operations are spread across four served markets: FinTech, Hospitality, Logistics and Property. We have extensive specialist expertise in these markets and all the businesses within our different sectors have a strong leading industry position.

Our values

Leadership, Dynamism and Agility are the core values that are embedded in our every action. It is fundamental in the way we conduct business and engage with our stakeholders. We uphold the belief that Energy drives everything within our Group, from Dynamism to Inspiration, Agility, Performance, Sustainability and Happiness.

901PAT*Rs m

( 6%)

2,065EBITDA*Rs m

( 2%)

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

55%

60%

65%

202122232425262728293031323334353637383940

Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18

Evolution of Share Price & Discount to NAVMarket capitalisation of Rs 8,570m as at 30 June 2018

Discount to NAV (Right Axis) RCL Share Price

Rs 29.05

29%

Rs 35.00

14%

Rs 34.00

17%

GeographyMauritius International

4,360 653

GenderMale Female

3,076 1,937

CategoryManagers Staff Operatives

461 1,943 2,609

0.97DPSRs

( 5%)1.58EPS*

Rs

( 20%)

Demographics**

5,013 110 Workplaces

16 Nationalities

13 Countries

4 Served Markets

Total Assets

( 7%)33,608

Rs m

* Excluding exceptional items

* Excluding exceptional items ** Excluding associates

Employees

Mauritius 87%International 13%

Male 61%Female 39%

Managers 9%

Staff 39%

Operatives 52%


Singapore

Bangladesh

France

Kenya

Morocco

Mozambique

South Africa

Madagascar

Comoros

Mayotte

Seychelles

Reunion

Mauritius

India

International Presence

With just over 120 years of existence, Rogers has a strong international presence.*

The Rogers brand is present worldwide:

• Rogers Capital has four overseas desks focusing on Africa, India, France and China and three representative offices in South Africa, Singapore and Seychelles;

• VLH currently has sales teams in France, UK and Germany;

• Rogers Aviation has six offices abroad: Comoros, Madagascar, Mozambique, Mayotte, Reunion Island and South Africa; and

• Velogic’s offices are present in well-established strategic locations such as Reunion Island, Madagascar, Kenya, France, India and Singapore. Velogic has a franchise office in Bangladesh and it also represents the UPS brand through agents in Seychelles, Comoros and Mayotte.

* Including associates


Group Structure

FINTECH LOGISTICS PROPERT Y HOSPITALIT Y

SER

VED

MA

RK

ETS

SEC

TOR

SM

AIN

C

OM

PAN

IES

KEY

IN

VES

TMEN

TS

• Operating under the Rogers Capital brand, our FinTech platform provides services in three sectors.

• Rogers also directly holds a 29.37% stake in Swan General and a 20% holding in Swan Financial Solutions.

Corporate Services

Technology Services

Financial Services

Rogers Capital Veranda Leisure & Hospitality

Rogers Aviation

Island Living

Velogic Ascencia

Compagnie Sucrière de Bel Ombre

Les Villas de Bel Ombre

Swan General

Swan Financial Solutions

• The Hospitality served market provides a vertical integration of services which includes Hotels, Travel and Leisure.

• Through our operations in VLH and a 22.98% equity investment in NMH, Rogers is a major player in the tourism industry, accounting for more than 20% of total rooms available in Mauritius.

Hotels

Travel

Leisure

Logistics Solutions Property Investments

Property Development & Agribusiness

New Mauritius Hotels

Air Mauritius

Mautourco

Moka City

Le Morne Development Corporation (‘LMDC’)

• Our Logistics arm, Velogic provides an integrated logistics platform with services consolidated under Port and Haulage Services, Freight Forwarding, Shipping and Sugar Packaging.

• The property portfolio includes our 36.25% equity investment in Ascencia, the largest property fund listed on the Stock Exchange of Mauritius, as well as our agricultural, property and leisure activities carried out in Heritage Bel Ombre.


Shareholding Structureas at 30 June 2018

Société Caredas

L’Accord Limited

La Sablonnière Limited

ENL Limited

ENL Land Ltd

Rogers Consolidated Shareholding Ltd National Pensions Fund

59.6%

77.8%

71.8%

69.1%

100%

53% 5.5%

Rogers and Company Limited

6.7%

Integrated Report 201810 11Integrated Report 2018

BUILDING A LEADING SERVICES AND INVESTMENT BUSINESS FOCUSED ON FOUR SERVED MARKETS

Served Markets Strategic Objectives Achievements in 2017-18 Targets in 2018-19 Main Risks impacting objectives (Refer to page 75)

FinTech

Expand FinTech services with new credit offering and innovative solutions.

Corporate Services• Acquisition of Globefin Management Services;• Launch of a China desk;• Launch of French payroll and HR services.

Financial Services• Successful go-to-market on Hire

Purchase, Leasing & Loans;• Fund management of largest listed

property fund, Ascencia.

Technology Services• Successful ERP systems integration in

public sector;• National engagement survey powered

by Rogers Capital Technology Services (‘RCTS’);

• New digital capability.

Corporate Services• Representative offices in India and France;• Fully licenced management company in

Seychelles.

Technology Services• New commercial and development plan;• New high value offering in Information

Security;

Financial Services• Introduction of factoring services and

further digitalisation of consumer finance offerings;

• Launch of an electronic payment solution (subject to regulatory approvals);

• Corporate advisory for Global Business customers.

A B C E G H I

Hospitality

Enhance the customer experience and scale-up of our Leisure & Hotel businesses.

Hotels• Launch of new Heritage brand for Bel Ombre

activities;• Renovations completed for Heritage Le Telfair,

Heritage Awali, Heritage Le Château and Veranda Paul et Virginie;

• A successful beach erosion containment and lagoon protection in Bel Ombre;

• Successful reopening and repositioning of Veranda Paul et Virginie as a 4-star;

• Successful AfrAsia Bank Mauritius Open in November 2017 at Heritage Resorts providing huge international visibility to Heritage Resorts, Bel Ombre and Mauritius.

Travel• Consolidation of ground handling

activities in Mozambique and Madagascar;

• Launch of the new online tour operating concept, Islandian;

• Turnaround of BlueSky Reunion;• New GSA representations in Mauritius

and Mozambique.

Leisure• Creation of Leisure pole with acquisition of

Island Living and its minority stakes in Voilà Hotel and Seafood Basket;

• Cap D’Abondance has now taken over the management of Compagnie Sucrière de Bel Ombre (‘CSBO’) and Case Noyale’s leisure activities;

• Continued good performance of “Quick Service Restaurant” (‘QSR’) brands;

• Year-on-year growth for select service, mid-scale Voilà Hotels brand.

Hotels• Renovation (started April 2018) and relaunch

of Veranda Tamarin (reopening 01 November 2018);

• Start construction of Heritage second 18-hole signature golf course and sales of memberships;

• Completion of inventory growth opportunities in Mauritius and the region;

• Experience enhancement projects at Heritage C Beach Club, Heritage Le Château, Heritage Le Telfair and Heritage Awali;

• Initiation of Bel Ombre Voluntary Marine Conservation Area (‘VMCA’);

• Creation of Heritage Hotel School in Bel Ombre;• Guest experience enrichment at Heritage Bel

Ombre with new activities, product offerings and events.

Travel• Opening of new territory for GSA; • Repositioning of BlueSky lounge for leisure

travel; • Leverage on Amex franchise for corporate

travel; • Revamping of experiences for boat

activities;• Expansion of ground handling activities

in Africa.

Leisure• Launch of Domino’s Pizza brand;• Launch of Seeloy Island Clubs brand;• Implementation of online bookings for

destination restaurants and leisure brands;• Point of sale upgrade;• Upgrading of digital dashboards.

B C E G H J

Logistics

Improve performance of our existing service lines.

Logistics• Completion of transition of the new regional courier representation; • Launch of freight forwarding business in Kenya.

Logistics• Completion of turnarounds for the Haulage and France businesses;• Expansion in East Africa;• Continued development of the regional courier business.

B C D G H I

Property

Re-invent our Agribusiness operations.

Consolidate Ascencia’s portfolio in the retail segment and secure new avenues of expansion.

Property Investments - Ascencia• Roll-out of new brand identity;• Opening of So’flo Mall in November 2017;• Entry of Atterbury Consortium (Pty) Mauritius into the share capital

of Ascencia;• Installation of photovoltaic farms with capacity of 3 MW at Phoenix Mall.

Property Development & Agribusiness• Launch of an umbrella brand for the Bel Ombre destination;• Execution of land sale;• Initiation of turnaround plan;• Transfer of leisure properties for management by Island Living.

Property Investments - Ascencia• Extension of Bagatelle Mall;• Construction of mall at Beau Vallon

(projected 10,000 sqm);• Carry on with green mall campaigns.

Property Development & Agribusiness• Accelerate the agricultural diversification

programme;• Position Chamarel 7 Coloured Earth as a Geopark

destination.

B C D E G

STRATEGIC PILLARS: COMPETITIVENESS, PREDICTABILITY AND GROWTH

GROUP LEVERAGE: BRANDING, CORPORATE GOVERNANCE, FINANCING, LEADERSHIP, RISK MANAGEMENT & VALUES

STRATEGIC MAP

Value Creation Map• Equity raising• Debt financing• Reinvestment

Financial• Strong leadership team• Skills and career development• Engaged workforce

Human

• Access to competitive financial capital• Optimisation of resources towards

served markets• Delivering shareholder return

Financial Human • Top-of-mind employer• People development (skilled and engaged

employee base)• Positive and empowering climate

• Culture shaping• Brand and reputation• Systems

Intellectual

• Enabling organisation culture which drives Leadership, Agility and Dynamism

• Strong brand image • Robust systems supporting our operations

Intellectual

VALUE IN

VALUE OUT

• Customer relationships• Stakeholders’ confidence• Corporate Social Responsibility

Social & Natural

• Sustainable protection of natural resources• Focused support and monitoring of projects• Caring community development

Social & Natural

(Consolidated Value Added Statement)

OUTCOMES

53%

4%

26%

17%

2017 Rs 3,659m

2018

Rs4,263m

17%

52%

4%

27%

Rs m 2018 2017

Restated

Revenue 9,472 8,663

Bought-in materials & services (5,209) (5,004)

Total value added 4,263 3,659

EMPLOYEES, 53%Wages, salaries, bonuses, pensions & other benefits

2,253 1,908

GOVERNMENT, 4%Income Tax 190 165

PROVIDERS OF CAPITAL, 26%Dividends paid to:

- Shareholders of Rogers and Company Limited

245 232

- Outside shareholders of Subsidiary Companies

291 215

Banks & other lenders 550 539

REINVESTED, 17%Depreciation & amortisation 424 353

Retained Profit 310 247

Note: The above statement excludes any amount of Value

Added tax paid or collected.


Stakeholder EngagementStakeholders Expectations Response Outcomes Capital Impacted

Shareholders, Investors, Regulatory bodies and Providers of Capital

• Sustainable growth in shareholders’ equity;

• Responsible management with transparency; and

• Sustainable interest cover and debt levels.

• An experienced Board of Directors consisting of Executive, Non-Executive and Independent Non-Executive Directors to encompass the whole spectrum of the Group’s activities;

• An established Risk Management and Audit Committee (‘RMAC’) which oversees the soundness of financial, operational, compliance and strategic risk management;

• A Corporate Governance Committee (‘CGC’), also acting as Nomination and Remuneration Committees, ensures that the Group complies with the provisions of the National Code of Corporate Governance;

• Rogers has no formal dividend policy. Payment of dividend is subject to the profitability of Rogers, its foreseeable investment, capital expenditure and working capital requirements;

• Financial performance is reported in a timely manner to the authorities and to the public on a quarterly basis. Additional resources have been deployed in the Marketing and Communication Department to enhance communication through our website and other forms of media;

• Rogers organises Investors Briefing twice a year to present analysts, stockbrokers, fund managers, bankers and other financial experts its half-yearly and yearly results and to discuss the Group’s strategy and outlook; and

• An updated medium-term strategic plan that guides the resource allocation to sectors, both in terms of investment and working capital needs.

Events during the year• Sep-17: Investors briefing (Presentation of 30 June 2017 results);• Oct-17: Annual Meeting of Shareholders;• Nov-17: Publication of first quarter results and declaration of Interim dividend (Rs 0.34 per share);• Dec-17: Payment of Interim dividend;• Feb-18: Publication of second quarter results and investors briefing (Presentation of half-yearly results for

financial year 2017-18);• May-18: Publication of third quarter results;• Jun-18: Approval by the Board of the budget plan for financial year ending 30 June 2019 and declaration of Final

dividend (Rs 0.63 per share); and• Jul-18: Payment of Final dividend and Rogers re-integrated the SEM-10 Index.

Committee meetings held in 2017-18• 5 board meetings;• 5 RMAC; and• 3 CGC.

Key Performance Metrics• An increase in Profit attributable to shareholders to Rs 554m (2017: Rs 479m);• A growth of 5% in total dividends paid (Rs 0.97 per share) representing a total of Rs 244m; • Share price appreciation of 17% to Rs 34.00 yielding a market capitalisation of Rs 8,570m as at 30 June 2018; • A debt to equity ratio of 0.56 against 0.52 last year; and• Interest cover of 3.0x against 3.1x in 2017.

Employees, Trainees and Alumni

• Career growth opportunities;• Professional development (Training,

coaching, mentoring and cross-exposure);

• Job engagement and recognition;• Market-related terms of

employment and benefits;• Safe, sound and enabling work

environment; and• Positive employee experience.

• The Rogers Management model focuses on the performance and development of our People;

• Internal mobility and career progression philosophy;• Culture building programmes across sectors;• Group-wide skills development initiatives;• Competitive remuneration and employment conditions;• Pension benefits, Medical plan and Insurance cover provided to all employees;• Group code of ethics and personal conduct;• Annual Health and Wellness events;• Group-wide engagement surveys and action plans;• A remuneration benchmarking is carried out every 2 years;• Rogers Leaders Award and sector specific recognition programmes; and• Executive directors are not remunerated for serving on the Board and its

committees. Their remuneration package as employees of Rogers, including their performance bonus, which are aligned to market rate are disclosed in the table set out on page 37. Such package is reviewed and approved by the Corporate Governance Committee of Rogers on an annual basis.

Human Capital Development and Value-add• 2,698 employees trained (2017: 2,480);• 3 man days per trained employee (2017: 2 man days);• Rs 31m training investment (2017: Rs 26m);• Training investment of Rs 11,587 per employee;• Investments in training covered 66% of employee base (2017: 55%); and• +2% on employee engagement survey.

Top 3 training areas• Technical skills;• Leadership skills; and• Customer service.

Financial

Human Intellectual


Stakeholder Engagement

Stakeholders Expectations Response Outcomes Capital Impacted

Customers and Clients

• Strong brand image and reputation;• Representation of internationally

recognised brands;• Customer satisfaction through

interacting processes;• Innovating capabilities;• Adherence to intellectual property

rights such as Patents and Trade Marks; and

• Staff competencies and skills.

• Enhance Rogers brand’s visibility locally and internationally;• Focus on communication with coordination at all levels;• Establishment of a process to obtain useful information on brand image and

customer loyalty;• Enlarged offering through our integrated services, such as a one-stop shop

for Travel, Accommodation and Leisure provided for in the Hospitality served market;

• Customer Relationship Management in place; and• Investment in skills, processes and technology.

• Enhanced brand image through our “Energy drives everything” campaign;• Digitalisation of offerings to enhance customers’ experience;• Organisation and participation in Seminars, Conferences and Events (e.g. Rogers Aviation participated in the

‘Salon du Prêt-à-Partir’ and Rogers Capital in the ‘Salon de l’Automobile’);• Opening of new desks and offices (e.g. China and French desks for Rogers Capital);• Represent some 52 local and international brands (Refer to pages 32 and 33 for our main brands); and• Strong sub-brands that are closer to the market.

Suppliers and Service Providers

• Favourable contract terms and timely payment; and

• Promoting joint growth opportunities in a responsive and mutually respectful manner.

• Regular communication with major suppliers;• Develop sustainable business relationships; and• Opportunities for cross-selling across the Group.

• Roadshows organised with partners (e.g Rogers Business forum organised in Paris which looked at bringing together experts in financial services and luxury property); and

• Communication through our magazines (such as Présence, Network and E-network) and our website.

Government and Authorities

• Support to Government initiatives;• Consultative dialogue and

propositions; and• Participate in the development of

the country in a sustainable way.

• Regular dialogues conducted with Ministers and relevant authorities;• Participation in pre-budgetary consultations;• Participation in Business Mauritius;• Contribution to national welfare and national events;• Responsible management with transparency; and• Engagement in Environmental, Social and Governance.

• Participated in the 50 years’ celebrations of independence through a dedicated campaign towards Sustainability;• Contributed to the Vision 2030 initiative of the Government;• The Group CEO is currently the President of the Sustainability and Inclusive Growth Committee which is focusing

on a number of sustainability areas (Energy and Transport, Waste management, Lagoon and Coastal Beach preservation, Poverty alleviation through inclusion, Smart agriculture and Sustainable Cities and Communities) in collaboration with the Government and relevant authorities;

• Participation in the Festival of Contemporary Nature, Port Louis by Nature;• Tax contribution of Rs 190m for financial year 2017-18; and• Other initiatives are elaborated in the Energy drives sustainability on page 18 to 23.

Communities, Authorities and NGOs

• Responsible corporate citizenship integral to the community and the environment in which our businesses operate;

• Responsiveness to concerns and impacts on social and environmental issues;

• Operations conducted in a safe and lawful manner;

• Investment in community infrastructure and development; and

• Contributing responsibly and transparently to broader societal interests.

• Cooperation and networking with the authorities and private sectors;• Commitment to finding beneficial solutions to identified social concerns like

poverty and education; and• Effective coordination of our CSR initiatives with the aim of improving the

socio-economic conditions within neighbouring communities.

• Refer to the Energy drives sustainability section on page 18 to 23 for initiatives on social and natural capital.

Financial Intellectual

Financial Intellectual

Financial Human

Social & Natural

Financial Human

Social & Natural


about this report · nationalities 13 countries 4 served markets total assets ( 7%) rs m 33,608 *...

Documents